X0306 4 2014-01-21 0001436126 Mistras Group, Inc. MG 0001501429 Bertolotti Dennis C/O MISTRAS GROUP, INC. 195 CLARKSVILLE ROAD PRINCETON JUNCTION NJ 08550 1 President and COO, Services Performance Share Unit 0 2014-01-21 4 A 0 12220 0 A Common Stock 12220 12220 D Performance Share Unit 0 2014-01-21 4 A 0 12220 0 A Common Stock 12220 24440 D Performance Share Unit 0 2014-01-21 4 A 0 12220 0 A Common Stock 12220 36660 D These performance share units vest to the extent earned on or about September 7, 2016. The number of shares of common stock earned may be more or less than the number of units. These performance share units are for the one-year performance period of fiscal 2014. These performance share units are for the two-year performance period of fiscal 2014 to 2015. These performance share units are for the three-year performance period of fiscal 2014 to 2016. Michael C. Keefe, attorney-in-fact for Dennis Bertolotti 2014-01-23